<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 25, 2000.
REGISTRATION NO. 333-41872
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1 To
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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ASSOCIATES CORPORATION OF NORTH AMERICA
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C>
DELAWARE 74-1494554
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
CHESTER D. LONGENECKER, ESQ.
EXECUTIVE VICE PRESIDENT
250 EAST CARPENTER FREEWAY AND GENERAL COUNSEL
IRVING, TX 75062-2729 250 EAST CARPENTER FREEWAY
972-652-4000 IRVING, TX 75062-2729
(Address, including zip code, and telephone 972-652-4000
number, including area code, of registrant's (Name, address, including zip code, and telephone
principal executive offices) number, including area code, of agent for service)
</TABLE>
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Copies to:
<TABLE>
<S> <C>
DAVID P. BICKS, ESQ. FREDERIC C. LISKOW, ESQ.
JOSEPH D. FERRARO, ESQ. 250 EAST CARPENTER FREEWAY
LEBOEUF, LAMB, GREENE & MACRAE, L.L.P. IRVING, TX 75062-2729
125 WEST 55TH STREET
NEW YORK, NY 10019-5389
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this registration statement as determined by
market conditions.
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If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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PROPOSED
MAXIMUM PROPOSED AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE MAXIMUM AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE(1)
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<S> <C> <C> <C> <C>
Debt Securities and Warrants to
purchase Debt Securities........... $15,000,000,000(2) 100% $15,000,000,000(3) $3,960,000
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</TABLE>
(1) Previously paid. Does not include the Debt Securities and Warrants to
purchase Debt Securities, and the filing fee associated therewith that was
also previously paid, being carried forward pursuant to Rule 429 under the
Securities Act of 1933, as described in the last paragraph on this cover
page.
(2) Or, if any Debt Securities are issued at original issue discount, such
greater amount as may result in the initial offering prices for Debt
Securities and Warrants aggregating $15,000,000,000.
(3) Estimated solely for the purpose of computing the registration fee. Any
offering of Debt Securities or Warrants denominated in any foreign currency
or foreign currency units will be treated as the equivalent in U.S. dollars
based on the exchange rate applicable to the purchase of such Debt
Securities or Warrants from the registrant.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THE PROSPECTUS
CONTAINED IN THIS REGISTRATION STATEMENT CONSTITUTES A COMBINED PROSPECTUS
RELATING ALSO TO $1,600,000,000 UNSOLD PRINCIPAL AMOUNT OF DEBT SECURITIES AND
WARRANTS TO PURCHASE DEBT SECURITIES REGISTERED PURSUANT TO REGISTRATION
STATEMENT NO. 333-81579.
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<PAGE> 2
The information in this prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed
with the Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and is not
soliciting an offer to buy these securities in any state where the offer
or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 25, 2000
PROSPECTUS
[ASSOCIATES LOGO]
$16,600,000,000
Debt Securities
Warrants to Purchase Debt Securities
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We may sell from time to time our debt securities and warrants to purchase
our debt securities having a total initial offering price of up to
U.S.$16,600,000,000, or the equivalent amount if any of these securities are
denominated in a foreign currency or foreign currency unit. The debt securities
may be either senior or subordinated in priority of payment and may be issued in
one or more series. We will provide the specific terms of these securities in
supplements to this prospectus. You should read this prospectus and the
accompanying prospectus supplement carefully before you invest.
We may offer these securities directly or through underwriters, dealers or
agents. The accompanying prospectus supplement describes the specific terms of
our plan of distribution. The discussion under the heading "Plan of
Distribution" below provides more information on this topic.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS , 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
Incorporation of Information We File with the SEC........... 3
Associates Corporation of North America..................... 3
Ratio of Earnings to Fixed Charges.......................... 4
Application of Proceeds..................................... 5
Description of Debt Securities.............................. 5
Description of Warrants..................................... 11
Plan of Distribution........................................ 12
Legal Opinions.............................................. 15
Experts..................................................... 15
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
United States Securities and Exchange Commission ("SEC") utilizing a "shelf"
registration process. Under this process, we may sell any combination of the
securities described in this prospectus from time to time in one or more
offerings with a total initial offering price of up to U.S.$16,600,000,000, or
the equivalent amount if any of these securities are denominated in a foreign
currency or foreign currency unit. This prospectus provides you with a general
description of the securities we may offer. Each time we offer to sell
securities, we will provide a supplement to this prospectus that will contain
specific information about the terms of that offering. The prospectus supplement
may also add, update or change information contained in this prospectus. You
should read both this prospectus and any prospectus supplement together with the
additional information described under the heading "Where You Can Find More
Information" and "Incorporation of Information We File with the SEC."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports and other information with
the SEC. You may read and copy any document that we file with the SEC at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. You may call the SEC at 1-800-SEC-0330 to obtain further
information on the operation of the public reference rooms. Our SEC filings are
also available to the public over the Internet at the SEC's Internet web site at
http://www.sec.gov. Because we list some of our debt securities on the New York
Stock Exchange, you may also read our SEC filings at the offices of the New York
Stock Exchange located at 20 Broad Street, New York, New York 10005.
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INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is an
important part of this prospectus. Information that we file later with the SEC
will automatically update and supercede information contained in this prospectus
and the accompanying prospectus supplement. We incorporate by reference the
documents listed below:
- Our Annual Report on Form 10-K for the year ended December 31, 1999;
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2000;
and
- Our Current Reports on Form 8-K filed on January 7, February 4, February
22, March 14, March 15, April 3, April 14, May 3, May 5, June 23(2) and
July 21, 2000.
We also incorporate by reference any future filings made with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended, until we sell and distribute all of the securities covered by this
prospectus.
You may request a copy of any of these filings, at no cost, by writing or
telephoning us at:
Associates Corporation of North America
P.O. Box 660237
Dallas, TX 75266-0237
Attention: Secretary
Telephone: (972) 652-4000
You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with additional or different information.
If anyone else has provided you with additional or different information, you
should not rely on it. You should not assume that the information in this
prospectus or any prospectus supplement is accurate as of any date other than
the date on the front of those documents regardless of the time of delivery of
this prospectus and the accompanying prospectus supplement or any sale of the
securities. We may provide additional updating information in the future by
means of supplements to this prospectus, the accompanying prospectus supplement
or the documents incorporated by reference. We are not offering to sell or
soliciting an offer to buy the securities described in this prospectus in any
state where the offer or sale is not permitted.
ASSOCIATES CORPORATION OF NORTH AMERICA
Associates is a leading diversified finance organization providing finance,
leasing and related services to individual consumers and businesses in the
United States and Puerto Rico. We offer a variety of consumer financing products
and services, including home equity and personal loans, retail sales finance and
private label credit cards, and purchase participations in private label credit
card receivables originated by an affiliate. We also offer retail and wholesale
financing, and leasing for heavy-duty and medium-duty trucks and truck trailers,
construction, material handling and other industrial and communications
equipment, auto fleet leasing and other products and services to commercial
customers. As part of our consumer and commercial finance activities, we make
available to our customers credit-related and other insurance products.
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Associates is a wholly-owned subsidiary and the principal U.S.-based
operating unit of Associates First Capital Corporation ("First Capital"). Prior
to April 7, 1998, First Capital was a majority indirect-owned subsidiary of Ford
Motor Company ("Ford"). On April 7, 1998, Ford completed a spin-off of its
interest in First Capital in the form of a tax-free distribution of its First
Capital shares to Ford Common and Ford Class B stockholders. As a result of that
transaction, First Capital is no longer a subsidiary of Ford. All the
outstanding stock of Associates is owned directly or indirectly by First
Capital.
On December 31, 1999, First Capital contributed its wholly-owned
subsidiary, Associates World Capital Corporation ("AWCC"), to Associates. The
net assets of AWCC were $268 million on the date of the contribution. Associates
restated its consolidated financial statements to reflect the results of this
contribution in a manner similar to a pooling-of-interests method of accounting
in accordance with generally accepted accounting principles. Upon consummation
of the contribution, these restated financial statements became the historical
consolidated financial statements of Associates.
On January 6, 1999, First Capital purchased the assets and assumed the
liabilities of Avco Financial Services, Inc. ("Avco"). First Capital
subsequently transferred substantially all of the domestic and Puerto Rico
consumer finance operations of Avco to Associates, which included approximately
$4 billion in finance receivables. On March 31, 1999, Associates sold certain of
the domestic consumer branch locations and related receivables acquired from
Avco.
On April 3, 2000, First Capital acquired Arcadia Financial Ltd.
("Arcadia"). First Capital subsequently contributed the net assets of Arcadia of
approximately $100 million, which included approximately $470 million in senior
and subordinated notes, to Associates.
Although our finance operations are confined to the United States and
Puerto Rico, certain subsidiaries of First Capital, which are also affiliates of
Associates, operate outside the United States, including in Japan, Canada, the
United Kingdom, Sweden, Hong Kong, Spain, India, France, Ireland, Mexico, Costa
Rica and Taiwan. We provide certain management and other services relating to
these foreign operations. The results of these foreign operations are not
included in the financial or statistical information of Associates included in
this prospectus or in documents filed with the SEC and described above under the
headings "Where You Can Find More Information" and "Incorporation of Information
We File with the SEC."
At March 31, 2000, Associates had 1,404 branch offices in the United States
and Puerto Rico. Our principal executive offices are located at 250 East
Carpenter Freeway, Irving, TX 75062-2729, and our mailing address is P.O. Box
660237, Dallas, TX 75266-0237 (tel. 972-652-4000). When we refer to
"Associates," "we," "us" or "our" in this prospectus, we mean Associates
Corporation of North America, a Delaware corporation, and all its subsidiaries
on a consolidated basis, unless the context otherwise requires.
RATIO OF EARNINGS TO FIXED CHARGES
The following table shows the historical ratios of earnings to fixed
charges of Associates for the periods indicated:
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<CAPTION>
YEAR ENDED DECEMBER 31, THREE MONTHS
-------------------------------- ENDED
1995 1996 1997 1998 1999 MARCH 31, 2000
---- ---- ---- ---- ---- --------------
<S> <C> <C> <C> <C> <C>
1.56 1.59 1.55 1.53 1.58 1.55
</TABLE>
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For purposes of computing these ratios, the term "earnings" represents
earnings before provision for income taxes, plus fixed charges. The term "fixed
charges" represents interest expense and a portion of rentals representative of
an implicit interest factor for such rentals.
APPLICATION OF PROCEEDS
Unless we indicate otherwise in the applicable prospectus supplement that
accompanies this prospectus, we will add the net proceeds from the sale of the
debt securities and the warrants to purchase debt securities to our general
funds to be used for one or more of the following purposes:
- To fund investments in, or extensions of credit to, subsidiaries of the
Associates;
- To reduce other outstanding indebtedness;
- To fund acquisitions by Associates and its subsidiaries of other
companies or finance receivables; and
- Such other general corporate purposes as may be specified in the
prospectus supplement that accompanies this prospectus.
Until we apply the net proceeds to their stated purpose, we may temporarily
invest or apply those proceeds to reduce short-term debt. We expect from time to
time to continue to incur short-term and long-term debt and to effect other
financings, the amounts of which cannot be determined at this time.
DESCRIPTION OF DEBT SECURITIES
The debt securities we will offer will be either senior or subordinated
debt. We will issue the senior debt securities and the subordinated debt
securities under one or more separate indentures. The senior debt securities
will be issued under an indenture between us and a banking institution organized
under the laws of the United States of America or of any State. The subordinated
debt securities will be issued under another indenture between us and a banking
institution organized under the laws of the United States of America or of any
State. Unless otherwise indicated, when we refer to the "trustee" in this
prospectus we mean such banking institution, in its capacity as trustee under
the indentures. The debt securities and the indentures will be governed by, and
construed in accordance with, the laws of the State of New York.
The following summaries of the material provisions of the indentures are
not complete. You should read all of the provisions of the indentures, including
the definitions of certain terms. Copies of the forms of the indentures are
filed as exhibits to the registration statement that we filed with the SEC to
register the debt securities and warrants to purchase debt securities, of which
this prospectus is a part. These summaries set forth certain general terms and
provisions of the debt securities to which any prospectus supplement may relate.
The particular terms of the debt securities offered by any prospectus supplement
will be described in the appropriate prospectus supplement. Unless otherwise
indicated, parenthetical section references refer to each of the indentures.
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SPECIFIC TERMS OF EACH SERIES
Each time that we issue a new series of debt securities, the prospectus
supplement relating to that series will specify the particular amount, price and
other applicable terms of these debt securities. These terms may include:
- The title of the debt securities and whether they will be senior or
subordinated debt;
- Any limit on the total principal amount of the series of debt securities;
- The price or prices (expressed as a percentage of the aggregate principal
amount) at which the debt securities will be issued;
- The date or dates on which the principal of and premium, if any, on the
debt securities will be payable;
- The rate or rates, which may be fixed or floating, per annum at which the
series of debt securities will bear interest, if any, or the method of
determining such rate or rates;
- The date from which any such interest will accrue on the series of debt
securities, the date or dates on which we will pay interest for such debt
securities and the record date for determining who is entitled to
interest payable on any interest payment date if such record date is to
be determined differently than as set forth in the indentures;
- The place or places where principal of and premium, if any, and interest
on the debt securities will be payable;
- Any terms and conditions of any mandatory or optional redemption or
repayment option, including any provisions for any sinking or other
analogous fund;
- The denominations in which the series of debt securities will be issued,
if other than denominations of 1,000 and integral multiples of 1,000 of
the relevant currency or currency unit;
- The portion of the principal amount of the debt securities, if other than
the entire principal amount, that is payable on the declaration of
acceleration of the maturity;
- The applicable overdue rate, if other than the interest rate stated in
the title of the series of debt securities;
- Any additions to the events of default;
- The currency or currency units for which the series of debt securities
may be purchased and the currency or currency units in which the
principal, premium, if any, and interest may be payable;
- Whether the debt securities are to be issued in the form of one or more
global securities, and, if so, the identity of the depositary or
depositaries of such global security or securities; and
- Any other specific terms of the debt securities that are not inconsistent
with the indentures. (Section 3.01)
We may issue debt securities at a discount below their stated principal
amount, bearing no interest or interest at a rate that, at the time of issuance,
is below market rates. If we issue these kinds of debt securities, we will
provide you with additional information regarding the tax consequences and
special considerations applicable to such series of debt securities in the
related prospectus supplement.
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In addition, we may sell any series of debt securities for foreign
currencies or foreign currency units or pay the principal of, premium, if any,
or interest on any series of debt securities in foreign currencies or foreign
currency units. If we issue these kinds of debt securities, we will provide you
with additional information regarding the restrictions, elections, tax
consequences, specific terms and other information applicable to such series of
debt securities in the related prospectus supplement.
FORM AND DENOMINATIONS
We may issue debt securities in fully registered form without interest
coupons, in a form registered as to principal only with interest coupons, or in
bearer form with interest coupons. Unless otherwise specified in the prospectus
supplement, the debt securities of any series will be in fully registered form
without interest coupons only and will be in denominations of $1,000 and any
integral multiple of $1,000. (Sections 3.01, 3.02)
GLOBAL SECURITIES
We may issue debt securities of a series in whole or in part in the form of
one or more global certificates that will be deposited with a depository that we
will identify in a prospectus supplement. Unless and until it is exchanged in
whole or in part for individual certificates evidencing debt securities in
definitive form, a global security may not be transferred except as a whole by
the depository, its nominees or successors to another nominee or successor.
(Section 2.04)
We will describe the specific terms of the depository arrangement for each
series of debt securities in the applicable prospectus supplement. We will also
describe the rights of, and limitations on, owners of beneficial interests in a
global security that represents all or a portion of the debt securities of such
series in the applicable prospectus supplement.
RANKING
The senior debt securities will be part of our superior indebtedness
ranking on a parity with all other outstanding senior debt. Our outstanding
subordinated indebtedness and capital indebtedness are subordinate, as to
payment of principal, premium, if any, and interest, if any, to all of our other
liabilities, including senior debt securities.
The subordinated debt securities will be subordinate and junior in right of
payment to all of our superior indebtedness, whether outstanding at the date of
the subordinated indenture or incurred after such date.
The term "superior indebtedness" means:
- All of our obligations which in accordance with generally accepted
accounting principles are classified as liabilities on our balance sheet;
and
- Guaranties of, endorsements and other contingent obligations in respect
of, or obligations to purchase or otherwise acquire, indebtedness of
others, except other subordinated indebtedness and capital indebtedness
(Section 15.01 of the subordinated indenture).
"Subordinated indebtedness" means all of our indebtedness which is
subordinate and junior in right of payment to superior indebtedness, but does
not include capital indebtedness. "Capital indebtedness" means indebtedness
subordinate and junior to subordinate indebtedness and superior indebtedness
(Section 1.01 of the subordinated indenture).
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At March 31, 2000, superior indebtedness totaled approximately $50.9
billion. The indentures do not limit the amount of additional superior
indebtedness that we may issue.
Upon any distribution of our assets in connection with our dissolution,
winding up, liquidation or reorganization, the holders of all of our superior
indebtedness will be entitled to receive payment in full of principal of and
interest, if any, on such superior indebtedness before holders of our
subordinated debt securities are entitled to receive payment on such
subordinated debt securities. In the event that any subordinated debt security
is declared due and payable because of an event of default, the trustee under
the subordinated indenture or the holders of the subordinated debt securities
shall be paid only after the superior indebtedness outstanding at the time has
been first paid in full (Article Fifteen of the subordinated indenture).
CERTAIN COVENANTS
Neither indenture limits the amount of debt securities that we may issue,
and each indenture provides that we may issue debt securities up to a total
principal amount that we have authorized from time to time. Neither indenture
contains any covenant or other provision that restricts us from paying dividends
or making distributions on our capital stock or purchasing or redeeming our
capital stock. Neither indenture requires us to maintain any financial ratios or
specified levels of net worth. In addition, neither indenture gives holders of
the debt securities any special protection in the event that we become involved
in a highly leveraged transaction.
However, each indenture does contain a covenant that limits us and certain
of our finance and insurance subsidiaries from creating or incurring any
mortgage, pledge or charge of any kind on any of our or their property, except
for the following:
- Any intercompany mortgage or pledge from subsidiaries to parent companies
or other finance and insurance subsidiaries;
- Purchase money liens or leases;
- Acquisitions of subsidiaries that have physical property or assets which
are subject to liens;
- Liens created in the ordinary course of business by foreign subsidiaries
borrowing money;
- Liens created in the ordinary course of business by any subsidiary which,
prior to becoming a subsidiary, borrowed on a secured basis;
- Sale and leaseback arrangements upon any real property;
- Renewals or refundings of any of the foregoing; and
- Certain other minor exceptions.
Additionally, each indenture contains a covenant restricting certain
transactions by us or our subsidiaries with any person or entity having direct
or indirect control of us. (Section 6.02)
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EVENTS OF DEFAULT
As to any series of debt securities, an event of default is defined in each
indenture as any of the following events:
- Our default in the payment of principal of or any premium on the debt
securities of such series when due and payable;
- Our default in the payment of any sinking or analogous obligation, if
any, on the debt securities of such series;
- Our default in the payment of any interest on the debt securities of such
series for 30 days;
- Our default in the performance of any other covenant, condition or
agreement contained in the indenture which is not remedied for a period
of 60 days after notice is given as specified in the indenture;
- Certain events of bankruptcy, insolvency or reorganization or the court
appointment of a receiver, liquidator or trustee for us or our property;
- Any default for 30 days in the payment of any installment of interest on
any indebtedness (including any other series of debt securities issued
under the same indenture) issued, assumed or guaranteed by us or a
default in the payment of any principal of any such indebtedness; and
- Any other event of default provided in the applicable board of directors
or authorized committee resolutions or supplemental indenture under which
such series of debt securities is issued. (Section 8.01)
A default regarding a single series of debt securities will not necessarily
constitute a default regarding any other series of debt securities.
If an event of default for any series of debt securities occurs and is
continuing, either the trustee or the holders of 25% in total principal amount
of the outstanding debt securities of that series may declare the principal
amount of all the debt securities of that series to be immediately due and
payable by notice in writing to us. If the debt securities of that series are
original issue discount debt securities, the portion of the principal amount as
is specified in that series may be declared immediately due and payable by
notice in writing to us. (Section 8.01)
We are required to file with the trustee within four months of the end of
our fiscal year an officers' certificate stating whether any default exists and
specifying any such default. (Section 6.02)
The trustee is required to give notice to holders of debt securities of a
default, which remains uncured or has not been waived, that is known to the
trustee within 90 days after the occurrence of the default. The trustee may
withhold this notice, however, if it determines in good faith that the
withholding of notice is in the interest of the holders of the debt securities.
However, subject to its duties in case of a default, the trustee may not
withhold notice in the case of a default in the payment of principal of and
premium or interest on or a sinking fund installment on any of the debt
securities. In addition, the trustee is not required to give notice of our
failure to perform any covenant until at least 30 days after the failure has
become a default. The term "default" for this purpose means any event which is,
or after notice or lapse of time or both would become, an event of default.
(Section 9.02)
The holders of a majority in principal amount of outstanding debt
securities of any series may direct the time, method and place of conducting any
proceeding for any remedy available to the trustee or
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exercising any trust or other power conferred on the trustee. (Section 8.06)
However, the trustee is not obligated to exercise any of its rights or powers
under each indenture at the request or direction of any of the holders of debt
securities unless those holders have offered to the trustee reasonable security
or indemnity. (Section 9.03(c))
MODIFICATION OF INDENTURES
We and the trustee may, without the consent of the holders of the debt
securities, enter into indentures supplemental to each of the indentures for,
among other things, one or more of the following purposes:
- To evidence the succession of another corporation to us, and the
assumption by such successor of our obligations under the indenture and
the debt securities;
- To add to our covenants or surrender our rights provided by the
indenture, for the benefit of the holders of the debt securities of any
or all series;
- To cure any ambiguity, omission, defect or inconsistency in the indenture
or any supplemental indenture;
- To establish the form or terms of any series of debt securities; and
- To evidence and provide for the acceptance of any successor trustee with
respect to one or more series of debt securities or to facilitate the
administration of the trusts by one or more trustees in accordance with
such indenture.
The indentures, the rights of the holders of the debt securities and our
rights and obligations provided by the indentures may be modified by us and the
trustee with the consent of the holders of 66 2/3% in total principal amount of
the debt securities of each series affected by such modification then
outstanding. No modification may be made without the consent of the holder of
each outstanding debt security affected which would, among other things:
- Change the terms of payment of principal of, premium, if any, or interest
on any series of debt securities;
- Reduce the percentage of holders in total principal amount of the
outstanding debt securities of each series who must consent to such
modification; or
- Subordinate such indebtedness to:
(i) any other indebtedness, if the securities are superior
indebtedness, or
(ii) any indebtedness other than superior indebtedness, if the
securities are subordinated indebtedness, or
(iii) any indebtedness other than superior or subordinated
indebtedness, if the securities are capital indebtedness.
For the purpose of these provisions, a holder of an unexpired warrant shall be
deemed a holder of the principal amount of the debt securities which would be
issuable upon exercise of such warrant. (Sections 6.03, 12.01)
10
<PAGE> 12
PAYMENT AND TRANSFER
We will pay the principal, interest and premium, if any, on registered debt
securities in the specified currency at the corporate trust office of the
trustee or any other office we maintain for such purpose. Unless otherwise
specified in the applicable prospectus supplement, payment of any interest on
fully registered debt securities will be made by check mailed to the persons in
whose names the debt securities are registered on the record date as set forth
in either indenture or the applicable prospectus supplement (Sections 3.08,
3.11). We will pay principal, interest and premium, if any, on debt securities
in other forms in such manner and at such places as set forth in the applicable
prospectus supplement (Section 3.11).
We will not charge a fee for any transfer or exchange of fully registered
debt securities, but we may require payment of an amount sufficient to cover any
tax or governmental charge related to such transfer or exchange. Provisions
related to the transfer or exchange of debt securities in other forms will be
set forth in the applicable prospectus supplement (Section 3.05).
CONCERNING THE TRUSTEE
We and our affiliates may from time to time engage in general financing and
banking transactions with the trustee or its affiliates.
In the event we issue debt securities under an indenture with a trustee
that is also a trustee for any subordinate or superior class of debt securities
under another indenture, a default under either indenture could cause a conflict
of interest for the trustee under the Trust Indenture Act of 1939, as amended.
If such a default is not cured or waived within 90 days after the trustee has
acquired the conflict of interest, the trustee is required under the Trust
Indenture Act to either eliminate such conflict of interest or resign as trustee
with respect to the debt securities issued under one of the indentures. In the
event the trustee resigns, we will promptly appoint a successor trustee with
respect to the affected debt securities.
DESCRIPTION OF WARRANTS
We may issue warrants which evidence a right to purchase debt securities in
the future at a price fixed in advance. We may issue warrants alone or together
with any series of debt securities offered in any prospectus supplement. The
warrants, evidenced by warrant certificates, may be attached to or separate from
such debt securities. We will issue the warrants pursuant to a warrant agreement
to be entered into by us and a warrant agent. The form of the warrant agreement
will be filed as an exhibit to the registration statement of which this
prospectus is a part.
We will select the warrant agent at the time we issue the warrants. The
warrant agent will act solely as our agent in connection with the warrants and
will not assume any obligation or relationship of agency or trust for or with
any holders of warrants or beneficial owners of warrants.
The following summaries of certain provisions of the form of warrant
agreement and the warrant certificate are not complete. You should read all of
the provisions of the form of warrant agreement and the warrant certificate.
11
<PAGE> 13
GENERAL
If we offer warrants, the prospectus supplement will describe the terms of
the warrants, including the following if applicable to the particular offering:
- The offering price, if any;
- The title, total principal amount and terms of the debt securities which
may be purchased upon exercise of the warrants;
- If applicable, the title and terms of the debt securities with which the
warrants are issued and the number of warrants issued with each such debt
security;
- If applicable, the date on and after which the holder may transfer the
warrants and the debt securities separately;
- The principal amount of debt securities that the holder may purchase upon
exercise of one warrant and the price at which the holder may purchase
such principal amount of debt securities upon exercise;
- The date on and after which the holder may exercise the warrants and the
date on which such right shall expire;
- Federal income tax consequences applicable to the warrants and the debt
securities which may be purchased upon exercise of the warrants;
- Whether the warrant certificates will be issued in registered or bearer
form; and
- Any other terms of the warrants.
Holders of warrants may exchange warrant certificates for new warrant
certificates of different denominations. Holders of warrants may present for
registration or transfer registered warrant certificates at the corporate trust
office of the warrant agent or any co-warrant agent, or at such other office
listed in the prospectus supplement. Holders of warrants do not have any of the
rights of holders of debt securities except to the extent that the consent of
holders of warrants may be required for certain modifications to the indenture
and the series of debt securities issuable upon exercise of the warrants.
Holders of warrants are not entitled to payments of principal, interest or
premium, if any, on such debt securities.
EXERCISE OF THE WARRANTS
Holders of warrants may exercise the warrants by doing the following:
- Completing and executing the form of election to purchase on the reverse
side of the warrant certificate;
- Surrendering the warrant certificate at the corporate trust office of the
warrant agent or any co-warrant agent; and
- Submitting payment in full of the exercise price as set forth in the
prospectus supplement.
Upon exercise of the warrants, the warrant agent or any co-warrant agent will,
as soon as practicable, deliver the debt securities in authorized denominations
in accordance with the holder's instructions and at such holder's cost and risk.
If a holder of warrants exercises less than all of the warrants evidenced by a
warrant certificate, a new warrant certificate will be issued for the remaining
amount of warrants.
12
<PAGE> 14
PLAN OF DISTRIBUTION
When we sell the debt securities and the warrants, we may do so in one or
more of the following ways:
- Through underwriters or dealers;
- Directly to one or more purchasers; or
- Through agents.
When we offer to sell the debt securities and the warrants, a prospectus
supplement will accompany the offer and will describe the specific terms of the
offer, including:
- The name or names of any underwriters;
- The purchase price and the proceeds we will receive from such sale;
- Any underwriting discounts and other items constituting underwriters'
compensation;
- Any initial price at which the securities are offered to the public;
- Any discounts or concessions allowed or reallowed or paid to dealers; and
- Any securities exchange on which we will list the securities.
Only underwriters named in the prospectus supplement will be deemed to be
underwriters in connection with the debt securities and the warrants offered by
such prospectus supplement.
If we use one or more underwriters in the sale of the debt securities and
the warrants, we shall enter into an underwriting agreement with such
underwriters, a form of which is filed as an exhibit to the registration
statement of which this prospectus is a part. The underwriters will acquire the
debt securities and the warrants for their own account. The underwriters may
then resell such debt securities and warrants to the public in one or more
transactions, including negotiated transactions, at a fixed price or at varying
prices determined at the time of sale. The obligations of the underwriters to
purchase the debt securities and the warrants will be subject to the fulfillment
of certain conditions which are set forth in the underwriting agreement. The
underwriters, however, will be obligated to purchase all the debt securities and
the warrants of the series offered by the prospectus supplement if any such debt
securities and warrants are purchased. Any initial price at which the securities
are offered to the public and any discounts or concessions allowed or reallowed
or paid to dealers may be changed from time to time.
If so indicated in the prospectus supplement, one or more firms may
purchase our securities in accordance with applicable redemption or repayment
provisions and subsequently offer and sell such securities in a remarketing
transaction. Such firms may be acting as principals for their own accounts or as
agents for us. We will identify any such firm and describe its compensation and
the terms of its agreement with us to remarket the securities, if any, in the
prospectus supplement. By virtue of their remarketing activities, such firms may
be subject to securities laws and regulations applicable to underwriters.
We may also sell the debt securities and the warrants directly or through
agents which we designate from time to time. We will identify any agent involved
in the offering and sale of the debt securities and warrants and will list any
commissions we paid to the agent in the accompanying prospectus supplement.
Unless we indicate otherwise in the prospectus supplement, any such agent will
be acting on a best efforts basis to solicit purchases for the period of such
agent's appointment.
13
<PAGE> 15
We may authorize agents, underwriters or dealers to solicit offers from
certain institutional investors to purchase the debt securities and the warrants
and provide for payment and delivery on a future date specified in an
accompanying prospectus supplement. We will describe any such arrangement in the
prospectus supplement. Any such institutional investor may be subject to
limitations on the minimum amount of debt securities and warrants that it may
purchase or on the portion of the aggregate principal amount of such debt
securities and warrants that it may sell under such arrangements. Institutional
investors from which such offers may be solicited include:
- Commercial and savings banks;
- Insurance companies;
- Pension funds;
- Investment companies;
- Educational and charitable institutions; and
- Such other institutions as we may approve.
Such institutional investors' obligations under such delayed delivery and
payment arrangements will not be subject to any conditions except:
- The institutional investor's purchase of the particular debt securities
and warrants shall not be prohibited at the time of delivery under the
laws of any jurisdiction in the United States to which that institution
is subject; and
- If the particular debt securities and warrants are being sold to
underwriters, we shall have sold to the underwriters the total principal
amount of the debt securities and warrants less the principal amount of
such debt securities and warrants covered by such arrangements.
Underwriters will not have any responsibility in respect of the validity of any
delayed delivery and payment arrangements or the performance by us or such
institutional investors under such arrangements.
If any underwriter or any selling group member intends to engage in
stabilizing, syndicate short covering transactions, penalty bids or any other
transaction in connection with the offering of the debt securities and warrants
that may stabilize, maintain, or otherwise affect the price of such debt
securities and warrants, such intention and a description of such transactions
will be described in an accompanying prospectus supplement.
We may have agreements with the agents and underwriters entitling them to
indemnification by us against certain civil liabilities, including liabilities
under the Securities Act of 1933, or to contribution with respect to payments
that they may be required to make relating to such liabilities. Agents and
underwriters may engage in transactions with or perform services for us in the
ordinary course of business.
14
<PAGE> 16
LEGAL OPINIONS
The legality of the debt securities and the warrants to purchase debt
securities will be passed upon for us by Frederic C. Liskow, who is a Senior
Vice President and Assistant General Counsel of Associates, or Michael J. Forde,
who is a Vice President and Assistant General Counsel of Associates, and for any
underwriters by LeBoeuf, Lamb, Greene & MacRae, L.L.P., a limited liability
partnership including professional corporations, New York, New York. Mr. Liskow
and Mr. Forde each own shares of Class A Common Stock of our parent, First
Capital, and have options to purchase additional shares of such Class A Common
Stock.
EXPERTS
The consolidated balance sheets of Associates Corporation of North America
as of December 31, 1999 and 1998 and the consolidated statements of earnings,
changes in stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1999, which are incorporated by reference in this
prospectus, have been incorporated in reliance on the report of Ernst & Young
LLP, independent accountants, given on the authority of that firm as experts in
accounting and auditing.
15
<PAGE> 17
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
<TABLE>
<S> <C>
Filing Fee -- Securities and Exchange Commission............ $3,960,000
Accounting Fees............................................. 72,000
Legal Fees.................................................. None
Printing and Engraving...................................... 1,100,000*
Trustee's and Warrant Agent's Charges....................... 90,000*
Rating Agency Fees.......................................... 1,800,000
Blue Sky Fees and Expenses.................................. 20,000
Miscellaneous............................................... 658,000
----------
Total............................................. $7,700,000
==========
</TABLE>
---------------
* Estimated subject to future contingencies.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the provisions of Article "TWELFTH" of our Restated Certificate of
Incorporation, we are obligated to indemnify our present or former directors,
officers and agents, and persons who, at our request, serve in any such capacity
for other corporations or business entities. This indemnification applies to
claims, actions, suits and proceedings, whether civil, criminal, administrative
or investigative, brought by reason of the position of such person with
Associates or such other corporation or business entity or as a result of action
taken or not taken by such person in the course and scope of his or her
employment.
Indemnification may include the reasonable expenses of the person to be
indemnified and, in the case of a third party action, judgments, fines and
settlement payments. We are authorized to advance expenses against an
undertaking by the director, officer, employee or agent to repay those expenses
unless such person is ultimately entitled to and is granted indemnification
under Article "TWELFTH" of our Restated Certificate of Incorporation. This right
of indemnification is not exclusive of any other rights to which directors,
officers, employees or agents would otherwise be entitled by contract or
otherwise. We do not know of any past, pending or threatened litigation which
might result in claims for indemnification under Article "TWELFTH" of our
Restated Certificate of Incorporation.
Under Section 145 of the General Corporation Law of the State of Delaware,
we have the power to indemnify the same persons, and under the same
circumstances, covered by Article "TWELFTH" of our Restated Certificate of
Incorporation against expenses actually and reasonably incurred by them in
connection with the defense of any action, suit or proceeding, civil or
criminal, in which they are made parties by reason of being or having been an
officer, director, employee or agent. This power is supplemental to the
provisions of Article "TWELFTH" of our Restated Certificate of Incorporation
and, in the opinion of counsel for the Associates, is included within the scope
of that article.
The directors and officers of the Associates are covered by directors' and
officers' insurance policies relating to First Capital and its subsidiaries.
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<PAGE> 18
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF INSTRUMENT
----------- -------------------------
<C> <S>
*1 -- Form of Underwriting Agreement for dollar denominated
debt securities and warrants to purchase debt securities
to be distributed in the United States. Any Underwriting
Agreement relating to debt securities and warrants to
purchase debt securities to be distributed outside the
United States or for debt securities and warrants to
purchase debt securities denominated in foreign
currencies or foreign currency units and any selling
agency or distribution agreement with any agent will be
filed as an exhibit to a Current Report on Form 8-K and
incorporated herein by reference.
**4.1 -- Associates Corporation of North America Standard
Multiple-Series Indenture Provisions dated October 15,
1992.
***4.2 -- Form of Indenture for senior debt securities dated as of
November 1, 1995 between Associates and The Chase
Manhattan Bank (National Association) (now known as The
Chase Manhattan Bank), as Trustee. The form or forms of
senior debt securities with respect to each particular
offering will be filed as an exhibit to a Current Report
on Form 8-K and incorporated herein by reference.
***4.3 -- Form of Indenture for subordinated debt securities dated
as of November 1, 1995 between Associates and The Chase
Manhattan Bank (National Association) (now known as The
Chase Manhattan Bank), as Trustee. The form or forms of
subordinated debt securities with respect to each
particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
****4.4 -- Form of Indenture for senior debt securities between
Associates and one or more banking institutions to be
qualified as Trustee pursuant to Section 305(b)(2) of the
Trust Indenture Act of 1939. The form or forms of senior
debt securities with respect to each particular offering
will be filed as an exhibit to a Current Report on Form
8-K and incorporated herein by reference.
*****4.5 -- Form of Indenture for subordinated debt securities
between Associates and one or more banking institutions
to be qualified as Trustee pursuant to Section 305(b)(2)
of the Trust Indenture Act of 1939. The form or forms of
such subordinated debt securities with respect to each
particular offering will be filed as an exhibit to a
Current Report on Form 8-K and incorporated herein by
reference.
******4.6 -- Form of Warrant Agreement to be entered into between
Associates and the Warrant Agent (including form of
Warrant Certificate).
*******5 -- Opinion and consent of Frederic C. Liskow.
12 -- The computation of ratio of earnings to fixed charges for
the five fiscal years ended December 31, 1999 is
incorporated by reference to Exhibit 12 to Associates'
Annual Report on Form 10-K for the fiscal year ended
December 31, 1999. The computation of ratio of earnings
to fixed charges for the three-month period ended March
31, 2000 is incorporated by reference to Exhibit 12 to
Associates' Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
*******23 -- Consent of Ernst & Young LLP. The consents of Frederic C.
Liskow and Michael J. Forde are included in the opinion
referred to in Exhibit 5 above.
*******24 -- Powers of Attorney.
</TABLE>
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<PAGE> 19
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF INSTRUMENT
----------- -------------------------
<C> <S>
*******25.1 -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank,
Trustee, under the Indenture dated as of November 1,
1995, pursuant to which senior debt securities may be
issued.
*******25.2 -- Form T-1, Statement of Eligibility under the Trust
Indenture Act of 1939 of The Chase Manhattan Bank,
Trustee, under the Indenture dated as of November 1,
1995, pursuant to which subordinated debt securities may
be issued.
</TABLE>
---------------
* Incorporated by reference to Associates' Registration Statement No.
333-81579.
** Incorporated by reference to Associates' Registration Statement No.
33-53814.
*** Incorporated by reference to Associates' Registration Statement No.
33-63577.
**** Incorporated by reference to Exhibit 4.2, except for name of Trustee.
***** Incorporated by reference to Exhibit 4.3, except for name of Trustee.
****** Incorporated by reference to Associates' Registration Statement No.
33-1941.
******* Filed previously as part of this Registration Statement.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to 424(b) of the Act if, in the aggregate,
the changes in volume and price represent no more than a 20% change in
the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that paragraphs (1)(i) and (1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
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<PAGE> 20
(4) That, for the purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) To file an application for the purpose of determining the
eligibility of the trustee to act under subsection (a) of Section 310 of
the Trust Indenture Act in accordance with the rules and regulations
prescribed by the Commission under Section 305(b)(2) of the Trust Indenture
Act.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described under Item 15 above, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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<PAGE> 21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this amendment no. 1 to
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Dallas, Texas, on the 25th day of July, 2000.
ASSOCIATES CORPORATION OF NORTH
AMERICA
By /s/ DAVID J. KELLER
-----------------------------------
Title: Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this amendment
no. 1 to this registration statement has been signed below by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ KEITH W. HUGHES* Chairman of the Board, Chief
----------------------------------------------------- Executive Officer and Director
(Keith W. Hughes)
/s/ ROY A. GUTHRIE* Senior Executive Vice President,
----------------------------------------------------- Chief Financial Officer and July 25, 2000
(Roy A. Guthrie) Director
/s/ DAVID J. KELLER Executive Vice President,
----------------------------------------------------- Comptroller and Chief
(David J. Keller) Accounting Officer
</TABLE>
---------------
* By signing his name hereto, David J. Keller signs this document on behalf of
each of the persons indicated above pursuant to powers of attorney duly
executed by such persons.
By /s/ DAVID J. KELLER
-----------------------------------
Attorney-in-fact
II-5
